Your Directors are pleasure to present their 28^th (Twenty-Eighth) Annual Report on the business and
operations of the Company together with the Audited Statements for the Financial Year ended March
31, 2025.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2025 is summarized below:

2. OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the FY 2024-25, the Company earned profit before tax stood at Rs. 1,376.68 lakhs as
against profit of Rs. 885.24 lakhs in the previous year. The net profit for the year 2025 stood at
Rs. 1,006.95 lakhs against profit of Rs. 663.39 lakhs reported in the previous year.

The Company continues to focus on strengthening its operational framework and establishing
a solid foundation for future growth. Your directors remain confident in the Company's long¬
term prospects and are optimistic about continued improvement in performance in the years
ahead.

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year the Company is in the business of manufacturers, producers, refiners,
exporters and importers of and dealers in sulphuric acid, oleum's chlore-sulphonie acid,
hydrochloric acid and other inorganic acids of all kinds alums of all grades, pyrites, gypsum,
bauxite, alumina, aluminium hydroxide or any other aluminium compounds, sulphur, zinc,
copper, mag- nesium, zinc sulphate copper sulphate, magnesium sulphate and other sulphates
hydrogen, chlorine, fertilizers, pesticides, pharmaceuticals, polymers plastics, detergents, dyes,
essences, etc.

There is no change in nature of the business of the Company.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2025.

During the year under review, no amount is proposed to be transferred to the General Reserve
of the Company.

5. SHARE CAPITAL

The authorized share capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crores only)
comprising of 1,10,00,000 (One Crore Ten Lakhs only) equity shares of Rs. 10/- each.

The paid-up Share Capital as on March 31, 2025, was Rs. 10,86,40,000/- (Rupees Ten Crores
Eighty-Six Lakhs Forty Thousand only) consisting of 1,08,64,000 (One Crore Eight Lakh Sixty-Four
Thousand Only) equity shares of Rs. 10/- each fully paid-up. During the year under review, the
Company has not issued any additional shares.

The Company has also not issued any shares with differential voting rights or sweat equity
shares during the year, and accordingly, no disclosures are required under Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014.

Further, there are no shares held by trustees for the benefit of employees; hence, the
provisions of Rule 16(4) of the said Rules are not applicable.

6. LISTING

The Company's equity shares continue to remain listed on the SME Platform of BSE Limited
under Scrip Code 544036. The Company has duly paid the annual listing fees for the financial
year 2024-25.

There are no instances of non-compliance with the listing obligations, and the Company has
complied with all applicable rules, regulations, and guidelines issued by BSE and SEBI during the
year arrears.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company is having three (3) subsidiaries viz.

1. DCPL Speciality Chemicals Private Limited (Material Subsidiary)

2. South west Corporation (Wholly-Owned Subsidiary)

3. Atlas Tints Inc. (Wholly-Owned Subsidiary)

During the year under review, the Company has made an investment on January 20, 2025 in
Atlas Tints Inc., a company incorporated under the laws USA by subscribing 100% shares,
making Atlas Tints Inc. a 100% subsidiary of Deepak Chemtex Limited.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the Audited Consolidated Financial
Statements of the Company form part of the Annual Report for the financial year 2024-25.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the
financial statements of the Company's subsidiaries, associates, and joint ventures, in the
prescribed format Form AOC-1, is annexed to this Report as "Annexure A".

In accordance with Section 136 of the Act, the Financial Statements of the Subsidiaries are also
made available on the Company's website i.e. www.deepakchemtex.in under the Investors
Section.

9. CORPORATE GOVERNANCE

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited, the
Company is exempt from complying with certain corporate governance provisions. Specifically,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, compliance with corporate governance requirements specified in Regulations
17 to 27, clauses (b) to (i) of sub-regulation 2 of Regulation 46, and Para C, D, and E of Schedule
V is not mandatory. Therefore, corporate governance does not form part of this Board's Report

However, the Company is committed to adhering to good corporate governance practices. We
are working diligently to ensure that our governance practices align with the highest standards
and contribute to the overall integrity and transparency of the organization.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the
financial year ended on March 31, 2025 is available on the website of the Company at
www.deepakchemtex.in under Investor Information tab.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of
Association of the Company, Mr. Narendra Kumar Baid (DIN: 06414420), Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks
re- appointment. Brief profile of the Director seeking re-appointment has been given as an
annexure to the Notice of the ensuing AGM.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2)
and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• All Independent Directors have furnished the declarations to the Company confirming that
they meet the criteria of Independence as prescribed under Section 149 of the Act and
Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has
taken on record the said declarations after undertaking due assessment of the veracity of the
same.

After the closure of the financial year, the following Directors/KMP were appointed/resigned:

• Mr. Rajesh Kalikaprasad Tiwari resigned from the position of Executive Director of the
Company w.e.f. April 01, 2025.

• Mr. Ashok Ramchandra Patil was appointed as Additional (Executive) Director of the Company
w.e.f. April 01, 2025 and is eligible to be regularized as an Executive Director of the Company in
ensuing Annual General Meeting.

Mrs. Daya Amit Bansal (DIN: 10619274) was appointed as Additional Director in the category of
Non-Executive Independent Director of the Company w.e.f. July 27, 2025, and is eligible to be
regularized as Director (Non-Executive, Independent Director) of the Company in ensuing
Annual General Meeting

• Mr. Manish Kankani (DIN: 07777901) was appointed as Additional Director in the category of
Non-Executive Independent Director of the Company w.e.f. July 27, 2025, and is eligible to be
regularized as Director (Non-Executive, Independent Director) of the Company in ensuing
Annual General Meeting.

• Mr. Gautam Lath (DIN: 10198794) has completed his term as Independent Director and
consequently, ceased to be the Independent Director of the Company w.e.f. the close of
business hours on July 27, 2025.

• Mrs. Pinki Kedia (DIN: 08455451) has completed her term as Independent Director and
consequently, ceased to be the Independent Director of the Company w.e.f. the close of
business hours on July 27, 2025.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual
performance evaluation of its own performance, the Independent Directors individually as well
as evaluation of the working of the Board and its Committees, culture, execution and
performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The
Independent Directors conducted the performance evaluation of the Chairman and the Non¬
independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process

13. MEETINGS

The Board of Directors of your Company met 7 (Seven) times during the financial year 2024-25.
The maximum time gap between any two consecutive Meetings did not exceed one hundred
and twenty days.

BOARD OF DIRECTORS AND COMMITTEES THERE OF

i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution
an of the Board of Directors ("the Board"). The Board of the Company is composed of
individuals from diverse fields. The Board of the Company is composed of Executive, Non¬
Executive and Independent Directors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and
Regulation 17 (1) of SEBI (LODR) Regulations, 2015.

As on March 31, 2025, the strength of the Board of Directors of the Company was at Six
Directors comprising of Three Executive, One Non-Executive Director and Two Non-Executive
Independent Directors. l/3^rd of the Board comprised of Independent Directors. The details of
the Board of Directors as on March 31, 2025 are given below:

* Mr. Rajesh Kalikaprasad Tiwari resigned from directorship w.e.f. April 01, 2025

# Mr. Gautam Lath ceases to be Independent Director w.e.f. July 27, 2025 due to expiry of his
term

@ Mrs.Pinki Kedia ceases to be Independent Director w.e.f. July 27, 2025 due to expiry of her
term

As on March 31, 2025, Mr. Saurabh Deepak Arora and Mrs. Trishla Baid Arora holding 71,37,552
and, 7,98,400 equity shares of the Company respectively. Mr. Narendra Kumar Baid, Mr.
Sidharth Baid and Mrs. Chandan Baid, relatives of the Directors holding 16 equity shares each of
the Company. Except above, no other Director or their relative holds shares in the Company.

ii. Board Meetings

During the financial year under review, 7 (Seven) Board Meetings were held on May 02, 2024;
May 30, 2024; August 29, 2024; November 14, 2024; January 20, 2025; February 17, 2025 and
March 21, 2025. The gap between two Board Meetings was in compliance with the provisions
of the Act. Details of Directors as on March 31, 2025 and their attendance at the Board
Meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2025
are given below:

iii. Audit Committee:

The Audit Committee comprises following members:

Terms of Reference

The Audit Committee has inter-alia the following mandate:

1.Overseeing the Company's financial reporting process and disclosure of its financial
information to ensure that its financial statements are correct, sufficient and credible;

2. Recommending to the Board for the appointment, re-appointment, replacement,
remuneration and terms of appointment of the statutory auditors of the Company;

3. Reviewing and monitoring the statutory auditor's independence and performance, and
effectiveness of audit process;

4. Approving payments to the statutory auditors for any other services rendered by the
statutory auditors;

5. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in
the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by
management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions; and

vii. Qualifications and modified opinions in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements
before submission to the Board for approval;

7. Reviewing, with the management, the statement of uses/ application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/ prospectus/ notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter.
This also includes monitoring the use/application of the funds raised through the proposed
initial public offer by the Company;

8. Approval or any subsequent modifications of transactions of the Company with related
parties and omnibus approval for related party transactions proposed to be entered into by the
Company subject to such conditions as may be prescribed;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Establishing a vigil mechanism for directors and employees to report their genuine concerns
or grievances;

13. Reviewing, with the management, the performance of statutory and internal auditors, and
adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

15. Discussing with internal auditors on any significant findings and follow up thereon;

16. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;

17. Discussing with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;

18. Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism;

20. Approving the appointment of the chief financial officer or any other person heading the
finance function or discharging that function after assessing the qualifications, experience and
background, etc. of the candidate;

21. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in any subsidiary exceeding ^100 Crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans / advances / investments;

22. Considering and commenting on the rationale, cost-benefits and impact of schemes
involving merger, demerger, amalgamation etc., on the Company and its shareholders;

23. Such roles as may be delegated by the Board and/or prescribed under the Companies Act,
2013 and SEBI Listing Regulations or other applicable law.

iv. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises following members:

During the year under review, one (1) Meeting of the Nomination and Remuneration
Committee were held on August 29, 2024

Terms of Reference

The Nomination and Remuneration Committee has the following mandate:

1.Formulating the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration of the directors, key managerial personnel and other employees;

2. For the appointment of an independent director, the committee shall evaluate the balance of
skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person
recommended to the board of directors of the Company for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:

a. use the services of external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of the performance of independent directors and the
Board;

4. Devising a policy on diversity of our Board;

5. Identifying persons, who are qualified to become directors or who may be appointed in
senior management in accordance with the criteria laid down, recommending to the Board
their appointment and removal and carrying out evaluation of every director's performance;

6. determining whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;

7. recommending remuneration of executive directors and any increase therein from time to
time within the limit approved by the members of our Company;

8. recommending remuneration to non-executive directors in the form of sitting fees for
attending meetings of the Board and its committees, remuneration for other services,
commission on profits;

9. recommending to the Board, all remuneration, in whatever form, payable to senior
management;

10. performing such functions as are required to be performed by the compensation committee
under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as
amended;

11. engaging the services of any consultant/professional or other agency for the purpose of
recommending compensation structure/policy;

12. analyzing, monitoring and reviewing various human resource and compensation matters;

13. reviewing and approving compensation strategy from time to time in the context of the
then current Indian market in accordance with applicable laws;

14. framing suitable policies and systems to ensure that there is no violation, by an employee of
any applicable laws in India or overseas, including:

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities
Market) Regulations, 2003, as amended; and

15. Performing such other functions as may be delegated by the Board and/or prescribed under
the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

v. Stakeholders Relationship Committee

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Terms of Reference

The Stakeholders Relationship Committee has the following mandate:

1. Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual
reports/ statutory notices by the shareholders of the company;

5. Allotment, transfer of shares including transmission, splitting of shares, changing joint
holding into single holding and vice versa, issue of duplicate shares in lieu of those torn,
destroyed, lost or defaced or where the space at back for recording transfers have been
fully utilized;

6. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of
various requests received from shareholders from time to time;

7. To issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company;

8. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/ dividend warrants, non-receipt of annual report and any other grievance/
complaints with Company or any officer of the Company arising out in discharge of his
duties;

9.Oversee the performance of the Registrar & Share Transfer Agent and also review and take
note of complaints directly received and resolved them;

10.Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as
amended from time to time;

11.Any other power specifically assigned by the Board of Directors of the Company from time
to time by way of resolution passed by it in a duly conducted Meeting; and Such roles as
may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI
Listing Regulations or other applicable law. Mrs. Sonam Sharma, Company Secretary is the
Compliance Officer of the Company

15.GENERAL MEETING

The Annual General Meeting of the Company was held at its registered office for the Financial
Year 2024-25.

16. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Bigshare Service Private Limited

S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre,

Mahakali Caves Road, Andheri (East),

Mumbai, Maharashtra-400093

Tel: 91 -22-262638200

Email Id:- info@bigshareonline.com.

17. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS,

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the
Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key
Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company's website and can be accessed by weblink
www.deepakchemtex.in

18.INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the
Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions
of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the Listing Regulations and are independent of management.

During the financial year 2024-25, one (1) meeting of the Independent Directors was held on
February 17, 2025,

inter-alia, to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole.

(ii) Review performance of the Chairperson of the Company.

(iii) Assess the quality, quantity, and timeliness of the flow of information between the manage¬
ment of the Company and the Board of Directors that is necessary for the Board to perform
their duties effectively and reasonably.

The meeting was attended by all the Independent Directors.

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations,
2015 is available on the Company's websitewww.deepakchemtex.in

19. A STATEMENT REGARDING_OPINION_OF_THE_BOARD_WITH_REGARD_TOJNTEGRITY,_EXPERTISE,.

AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINT¬
ED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria
of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with
Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the
condition for appointment/re-appointment as Independent Directors on the Board and possess
the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)
(iiia) of the Companies (Accounts) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of loans, guarantees, and investments made by the Company during the
financial year, as required under the provisions of Section 186 of the Companies Act, 2013, are
disclosed in the notes to the financial statements, which form an integral part of this Annual
Report.

Further, pursuant to Paragraph A (2) of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details of loans and advances given to
subsidiaries have also been provided in the notes to the financial statements forming part of the
Annual Report.

21. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person
has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.deep-
akchemtex.in

22. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MAN-
AGEMENT.EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration
of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination
and Remuneration Policy recommended by it and approved by the Board of Directors.

The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of
the Company and prescribes the role of the Nomination and Remuneration Committee. The
Policy lays down the criteria for identification, appointment and retirement of Directors and
Senior Management. The Policy broadly lays down the framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also
provides for the criteria for determining qualifications, positive attributes and independence of
Director and lays down the framework on Board diversity.

The said Policy is available on the Company's website and can be accessed by weblink ww-
w.deepakchemtex.in

23.RELATED PARTY TRANSACTIONS AND POLICY

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the
Companies Act, 2013 entered by the Company during the year under review with related
party(ies) are in the ordinary course of business and on arms' length basis.

The particulars of related party transaction at arms' length basis is disclosed in Board report and
marked as "Annexure-B".

24.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact
the going concern status of the Company and its future operations.

25. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There were no significant changes or commitments affecting the Company's financial
position from the end of the financial year to the date of this Report.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors
confirm that;

i. in the preparation of the Annual Accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2025 and of the
profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a "going concern" basis;

v. proper internal financial controls are laid down and such internal financial controls are
adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been
devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in, all material respects, maintained
adequate internal financial controls over financial reporting and that they were operating
effectively

27.STATUTORY AUDIT

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were
appointed as the Statutory Auditors of the Company at the 28^th Annual General Meeting, to
hold office for a term of five consecutive years, until the conclusion of the 33^rd Annual
General Meeting, to be held for the financial year ending March 31, 2030.

The Auditors' Report on the financial statements for the financial year ended March 31,
2025, does not contain any qualification, reservation, or adverse remark. The Notes
regarding the financial statements, as referred to in the Auditors' Report, are self¬
explanatory and do not require any further explanation from the Board.

Further, pursuant to Section 143 of the Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, as amended, the Statutory Auditors have not reported any
instance of fraud committed by the Company's officers or employees during the year under
review.

28. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

29. COST AUDIT AND COST RECORDS

We are aware of the potential applicability of cost audit requirements and will ensure the
timely appointment of a cost auditor if the need arises, in accordance with the Act.

30.SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed NKM & Associates, a Company Secretary, to carry out the
Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report as
"Annexure C". The Secretarial Auditor's observations are self-explanatory.

Further, A certificate has been issued by M/s. NKM & Associates., Company Secretaries in
practice, confirming that none of the Directors of the Company have been debarred or
disqualified from being appointed or continuing as director by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate
is annexed as "Annexure D" to this Report.

31.INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, read with Rule
13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, the
Company has appointed M/s. A D M S and Company, Chartered Accountants., as the Internal
Auditors of the Company for the financial year 2024-25.

The Internal Auditors periodically review the adequacy of internal control systems and the
efficiency of business processes, and their findings and recommendations are reviewed by
the Audit Committee from time to time for implementation and continuous improvement.

32.SECRETARIAL.STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the
Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section
118(10) of the Companies Act, 2013.

33.TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund Rules), 2016 ('the IEPF Rules'), during the
year under review, no amount of Unclaimed dividend and corresponding equity shares were
due to be transferred to IEPF account.

34.INTERNAL.CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size,
scale and complexity of its operations. The Company has policies and procedures in place for
ensuring proper and efficient conduct of its business, the safeguarding of its assets, the preven¬
tion and detection of frauds and errors, the accuracy and completeness of the accounting

records and the timely preparation of reliable financial information. The Company has
adopted accounting policies, which are in line with the Accounting Standards and the Act.

35.INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size,
scale and complexity of its operations. The Company has policies and procedures in place for
ensuring proper and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. The
Company has adopted accounting policies, which are in line with the Accounting Standards
and the Act

36. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements
of business risk. Consequently, a Business Risk Management framework is in place. The risk
management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of such risks. The framework has different risk models which help in
identifying risks trend, exposure and potential impact analysis at a Company level as also
separately for business.

37. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of
discrimination and harassment including sexual harassment. The Company has a well
formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the
Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This
Policy has striven to prescribe a code of conduct for the employees and all employees have
access to the Policy document and are required to strictly abide by it. The Policy covers all
employees, irrespective of their nature of employment and is also applicable in respect of all
allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. During the year 2024-25, no case of Sexual
Harassment was reported.

38.CODES AND POLICIES

All statutory codes and policies as required under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 have been duly adopted by the
Company

These include, among others:

• Code of Conduct for Directors and Senior Management

• Code of Fair Disclosure

• Insider Trading Policy

• Related Party Transaction Policy

• Nomination and Remuneration Policy

• Whistle-Blower Policy

• CSR Policy

• Risk Management Policy

• Archival and Document Preservation Policy

The above-mentioned policies are available on the Company's website and can be accessed
at: www.deepakchemtex.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT AND
MATERNITY BENEFIT ACT

A. Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second
Amendment Rules, 2025, the Company has implemented a comprehensive Prevention of
Sexual Harassment (POSH) Policy.

An Internal Complaints Committee (ICC) is duly constituted at the corporate level to deal
with complaints related to sexual harassment at the workplace. The policy covers all
categories of employees, including permanent, temporary, contractual, interns, and
trainees.

During the financial year ended March 31, 2025, the following is disclosed in accordance
with the amended rules:

The Company has also conducted awareness programs and training for employees and ICC
members during the year. The ICC functions independently and ensures a safe, respectful,
and inclusive workplace environment.

B. Compliance with the Maternity Benefit Act. 1961

In accordance with Rule 8A of the Companies (Accounts) Rules, 2014 (inserted via the
Companies (Accounts) Second Amendment Rules, 2025), the Company hereby confirms that
it has complied with the provisions of the Maternity Benefit Act, 1961, including but not
limited to:

• Grant of paid maternity leaves as per applicable law

• Provision for nursing breaks

• Non-discrimination in employment and benefits

The Company remains committed to providing a safe, equitable, and inclusive workplace for
all its employees.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its
business. It seeks to operate its business in a sustainable manner that benefits society at
large and aligns with the interests of its stakeholders. In accordance with section 135 and
Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR
Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the company's
website at www.deeoakchemtex.in

The committee's composition and the Meetings held during the year are as follows:

Terms of Reference

The Corporate Social Responsibility Committee has the following mandate:

1. To formulate and recommend to the board a corporate social responsibility policy that
specifies the activities to be undertaken by the company in accordance with Schedule VII of
the Companies Act and the rules made there under. The committee may also suggest
revisions to the policy as decided by the board.

2. To identify partners and programs for corporate social responsibility initiatives.

3. To recommend the amount of expenditure to be allocated for corporate social
responsibility activities and to distribute the funds among various programs undertaken by
the company.

4. To delegate responsibilities to the corporate social responsibility team and oversee the
proper execution of all delegated tasks.

5. To review and monitor the implementation of corporate social responsibility programs,
providing necessary directions for their proper execution and timely completion.

6. To perform any other duties and functions as required by the board to promote the
company's corporate social responsibility activities, and to exercise any additional powers
conferred upon the CSR Committee under the provisions of Section 135 of the Companies
Act

The annual report on CSR including a brief outline of the CSR Policy and the activities
undertaken during the year under review is enclosed as "Annexure E" to this Report.

40. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE)
performance related to its activities, products and services. Your Company is taking
continuous steps to develop Safer Process Technologies and Unit Operations and has been
investing heavily in areas such as Process Automation for increased safety and reduction of
human error element. The Company is committed to continuously take further steps to
provide a safe and healthy environment.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013
are as under:

Conservation of Energy: The range of activities of the Company requires minimal energy
consumption and every endeavor has been made to ensure optimal utilization of energy and
avoid wastage through automation and deployment of energy-efficient equipment. The
Company takes adequate measures to reduce energy consumption by using efficient
computer terminals and by using latest technology. The impact of these efforts has
enhanced energy efficiency. As energy cost forms a very small part of total expenses, the
financial impact of these measures is not material and measured.

Technology Absorption: Company is committed towards technology driven innovation and
lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for
production and quality management also the Company has hired the optimal of quality team
who dedicates their full enthusiasm and work tirelessly for delivering best quality and
services. The team along with state-of-the-art quality equipment's as necessary for the
Machine Shop.

The Company is all well equipped with its current quality control machine and will modify
itself for any future advancement

The transactions involving foreign exchange earnings and outgo during the period under
review is as follows:

Foreign Exchange Income: Rs. 3412.19 Lakhs (F.Y. 24-25)

Foreign Exchange Outgo: Rs. 409.75 Lakhs (F.Y. 24-25)

42. RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and Development Centre at its manufacturing
unit, which continues to play an important role in supporting our efforts to develop and
improve dental materials and oral care products.

During the year, the R&D team focused on improving product stability, exploring new
formulations, and aligning our products with changing industry requirements, especially in
terms of safety, performance, and regulatory standards.

The Centre is equipped with the necessary tools and facilities required for lab-scale
development, testing, and product evaluation.

43. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act,

2013 ("The Act") during the year under review. There were no such deposits outstanding at
the beginning and end of the FY 2024-25.

44. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1),
(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 in respect of employees of the Company are given in "Annexure - F and G" to this
report

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not
applicable to your Company for the financial year under review.

46. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 24-25 as stipulated under SEBI
(LODR), Regulations, 2015 has annexed as "Annexure - H" of this Report.

47. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company during the financial
year.

48. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notice to the Shareholders
or elsewhere in this Annual Report, describing the Company's objectives, projections,
estimates and expectations may constitute 'forward looking statement' within the meaning
of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the Market conditions and
circumstances.

49. RESIDUAL DISCLOSURES

1. During the year under review no application was made and no proceedings were pending
against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

2. During the year under review there was no One Time settlement with any bank or
Financial Institution.

50. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to
all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the
Company's valued Investors and all other Business Partners, for their continued co-operation
and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of
the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors of Deepak Chemtex Limited

Sd/- Sd/-

Saurabh Deepak Arora Trishla Baid Arora

Chairman &Managing Director Whole-Time Director

DIN:00404150 DIN:07063446

Registered Office:

Aawashi, 28/1A, A/P Adgul Aawashi, Lote,

Ratnagiri, Maharashtra, India, 415722

Place: Ratnagiri
Dated: August 26, 2025